Catalina Marketing Announces Filing of Definitive Proxy Statement for Special Meeting of Stockholders to Approve Merger Agreemen
10 July 2007 - 7:14AM
Business Wire
Catalina Marketing Corporation (NYSE:POS) announced today that it
has filed a definitive proxy statement for a special meeting of
stockholders for the purpose of voting on a proposal to approve its
previously announced merger agreement with funds affiliated with
Hellman & Friedman LLC. The special meeting is scheduled to be
held at the offices of Paul, Hastings, Janofsky & Walker LLP,
75 East 55th Street New York, NY, on August 13, 2007 at 10 A.M.
Eastern Daylight Time. Stockholders of record as of the close of
business on June 28, 2007 will be entitled to vote at the special
meeting of stockholders. The company expects to commence the
mailing of the notice of meeting and definitive proxy statement to
stockholders on or about July 12, 2007. The board of directors of
Catalina Marketing Corporation, following the unanimous
recommendation of a special committee of independent directors, has
unanimously approved the merger agreement (with Jeffrey W. Ubben, a
principal of ValueAct Capital, not participating) and recommends
that Catalina�s stockholders vote to adopt the merger agreement and
approve the merger. The merger is expected to close shortly after
the special meeting of stockholders, subject to the requisite
approval of Catalina�s stockholders at the special meeting and the
satisfaction of other customary closing conditions. In connection
with the merger agreement, Frederick W. Beinecke, the chairman of
the board of directors of the company, and Antaeus Enterprises, an
affiliate of Mr. Beinecke, have entered into a voting agreement
with Hellman & Friedman pursuant to which Mr. Beinecke and
Antaeus will vote the aggregate of 2.9 million shares of common
stock owned by them in favor of the transaction. It is noted also
that ValueAct has previously signed an agreement with the company
pursuant to which ValueAct will vote the 7.2 million shares owned
by it and its affiliates in favor of the transaction with Hellman
& Friedman. Stockholders with questions regarding the special
meeting may contact Investor Relations at 727-579-5116 or our proxy
solicitor, Georgeson Inc., toll free at 866-541-3556. Participants
in the Solicitation Catalina Marketing Corporation and its
executive officers and directors may be deemed, under SEC rules, to
be participants in the solicitation of proxies from Catalina
Marketing Corporation�s stockholders with respect to the special
meeting of stockholders. Information regarding the officers and
directors of Catalina Marketing Corporation is included in its
10-KT/A filed with the SEC on April 27, 2007. More detailed
information regarding the identity of potential participants, and
their direct or indirect interests, by securities, holdings
otherwise, is set forth in the proxy statement and other materials
filed with the SEC in connection with the proposed transaction.
About the Transaction In connection with the proposed merger,
Catalina Marketing Corporation will file a proxy statement with the
Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS
ARE STRONGLY ADVISED TO READ THE PROXY STATEMENT BECAUSE IT
CONTAINS IMPORTANT INFORMATION. Investors and security holders may
obtain a free copy of the proxy statement and other documents filed
by Catalina Marketing Corporation at the Securities and Exchange
Commission's Web site at http://www.sec.gov. The proxy statement
and such other documents may also be obtained for free by directing
such request to Catalina Marketing Corporation, Investor Relations,
200 Carillon Parkway, St. Petersburg, FL 33716, telephone: (727)
579-5116 or on the company's website at
http://phx.corporate-ir.net/phoenix.zhtml?c=72727&p=irol-IRHome.
About Catalina Marketing Corporation Based in St. Petersburg, FL,
Catalina Marketing Corporation (www.catalinamarketing.com) was
founded 24 years ago based on the premise that targeting
communications based on actual purchase behavior would generate
more effective consumer response. Today, Catalina Marketing
combines unparalleled insight into consumer behavior with dynamic
consumer access. This combination of insight and access provides
marketers with the ability to execute behavior-based marketing
programs, ensuring that the right consumer receives the right
message at exactly the right time. Catalina Marketing offers an
array of behavior-based promotional messaging, loyalty programs and
direct-to-patient information. Personally identifiable data that
may be collected from the company's targeted marketing programs, as
well as its research programs, are never sold or provided to any
outside party without the express permission of the consumer. About
Hellman & Friedman LLC Hellman & Friedman LLC is a leading
private equity investment firm with offices in San Francisco, New
York and London. The Firm focuses on investing in superior business
franchises and serving as a value-added partner to management in
select industries including media and marketing services, financial
services, professional services, asset management, software and
information services, and energy. Since its founding in 1984, the
Firm has raised and, through its affiliated funds, managed over $16
billion of committed capital and is currently investing its sixth
partnership, Hellman & Friedman Capital Partners VI L.P., with
over $8 billion of committed capital. Representative investments
include: DoubleClick, Young & Rubicam, Digitas Inc., The
Nielsen Company, Axel Springer AG, and ProSiebenSat.1. Certain
statements in the preceding paragraphs are forward-looking, and
actual results may differ materially. Statements not based on
historic facts involve risks and uncertainties, including, but not
limited to, the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement with Hellman & Friedman, the outcome of any legal
proceedings that may be instituted against the company related to
the merger agreement; the inability to complete the merger due to
the failure to obtain stockholder approval for the merger or the
failure to satisfy other conditions to completion of the merger;
and risks that the proposed transaction diverts management or
disrupts current plans and operations and any potential
difficulties in employee retention as a result of the merger and
the impact of the substantial indebtedness to be incurred to
finance the consummation of the merger.
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